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4-33-825. Committees of the board.
Arkansas Code — all titles (historical 2020) · legal_authorities
4-33-825. Committees of the board.
(a) Unless prohibited or limited by the articles or bylaws, a board of directors may create one (1) or more committees of the board and appoint members of the board to serve on them. Each committee shall have two (2) or more directors, who serve at the pleasure of the board.
(b) The creation of a committee and appointment of members to it must be approved by the greater of:
(1) a majority of a quorum of the directors when the action is taken; or
(2) the number of directors required by the articles or bylaws to take action under § 4-33-824.
(c) Sections 4-33-820 — 4-33-824, which govern meetings, action without meetings, notice and waiver of notice, and quorum and voting requirements of the board, apply to committees of the board and their members as well.
(d) To the extent specified by the board of directors or in the articles or bylaws, each committee of the board may exercise the board's authority under § 4-33-801.
(e) A committee of the board may not, however:
(1) authorize distributions;
(2) approve or recommend to members dissolution, merger or the sale, pledge or transfer of all or substantially all of the corporation's assets;
(3) elect, appoint or remove directors or fill vacancies on the board or on any of its committees; or
(4) adopt, amend or repeal the articles or bylaws.
(f) The creation of, delegation of authority to, or action by a committee does not alone constitute compliance by a director with the standards of conduct described in § 4-33-830.
Source: Arkansas Code — historical release 78 (November 6, 2020) · 4-33-825
Stored review status: Historical 2020-11-06 source release; later amendments not reconciled; machine-extracted, not independently legally reviewed; source heading status: text_in_historical_source. A text match is a research starting point; applicability is not established.
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Stable record: arkansas_code:legal_authorities:4-33-825
Source file: gov.ar.code.title.04.odt
Pages: Not recorded – Not recorded
Passage SHA-256: e562297aef9ee3a0c46256546ece5320b92d518683d6a92485d371194371062d
Source location: content.xml paragraph 23066
Stored source content
4-33-825. Committees of the board.
(a) Unless prohibited or limited by the articles or bylaws, a board of directors may create one (1) or more committees of the board and appoint members of the board to serve on them. Each committee shall have two (2) or more directors, who serve at the pleasure of the board.
(b) The creation of a committee and appointment of members to it must be approved by the greater of:
(1) a majority of a quorum of the directors when the action is taken; or
(2) the number of directors required by the articles or bylaws to take action under § 4-33-824.
(c) Sections 4-33-820 — 4-33-824, which govern meetings, action without meetings, notice and waiver of notice, and quorum and voting requirements of the board, apply to committees of the board and their members as well.
(d) To the extent specified by the board of directors or in the articles or bylaws, each committee of the board may exercise the board's authority under § 4-33-801.
(e) A committee of the board may not, however:
(1) authorize distributions;
(2) approve or recommend to members dissolution, merger or the sale, pledge or transfer of all or substantially all of the corporation's assets;
(3) elect, appoint or remove directors or fill vacancies on the board or on any of its committees; or
(4) adopt, amend or repeal the articles or bylaws.
(f) The creation of, delegation of authority to, or action by a committee does not alone constitute compliance by a director with the standards of conduct described in § 4-33-830.
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Arkansas Code — all titles (historical 2020) · legal_authorities
4-33-801. Requirement for and duties of board.
(a) Each corporation must have a board of directors.
(b) Except as provided in this chapter or subsection (c) of this section, all corporate powers shall be exercised by or under the authority of, and the affairs of the corporation managed under the direction of, its board.
(c) The articles may authorize a person or persons to exercise some or all of the powers which would otherwise be exercised by a board. To the extent so authorized any such person or persons shall have the duties and responsibilities of the directors, and the directors shall be relieved to that extent from such duties and responsibilities.
Source: Arkansas Code — historical release 78 (November 6, 2020) · 4-33-801
Stored review status: Historical 2020-11-06 source release; later amendments not reconciled; machine-extracted, not independently legally reviewed; source heading status: text_in_historical_source. The source passage cites 4-33-801. This identifies an authority to review, not proof of applicability.
Arkansas Code — all titles (historical 2020) · legal_authorities
4-33-820. Regular and special meetings.
(a) If the time and place of a directors' meeting is fixed by the bylaws or the board, the meeting is a regular meeting. All other meetings are special meetings.
(b) A board of directors may hold regular or special meetings in or out of this state.
(c) Unless the articles or bylaws provide otherwise, a board may permit any or all directors to participate in a regular or special meeting by, or conduct the meeting through the use of, any means of communication by which all directors participating may simultaneously hear each other during the meeting. A director participating in a meeting by this means is deemed to be present in person at the meeting.
Source: Arkansas Code — historical release 78 (November 6, 2020) · 4-33-820
Stored review status: Historical 2020-11-06 source release; later amendments not reconciled; machine-extracted, not independently legally reviewed; source heading status: text_in_historical_source. The source passage cites 4-33-820. This identifies an authority to review, not proof of applicability.
Arkansas Code — all titles (historical 2020) · legal_authorities
4-33-824. Quorum and voting.
(a) Except as otherwise provided in this chapter, the articles or bylaws, a quorum of a board of directors consists of a majority of the directors in office immediately before a meeting begins.
(b) If a quorum is present when a vote is taken, the affirmative vote of a majority of directors present is the act of the board unless this chapter, the articles or bylaws require the vote of a greater number of directors.
Source: Arkansas Code — historical release 78 (November 6, 2020) · 4-33-824
Stored review status: Historical 2020-11-06 source release; later amendments not reconciled; machine-extracted, not independently legally reviewed; source heading status: text_in_historical_source. The source passage cites 4-33-824. This identifies an authority to review, not proof of applicability.
Arkansas Code — all titles (historical 2020) · legal_authorities
4-33-830. General standards for directors.
(a) A director shall discharge his or her duties as a director, including his or her duties as a member of a committee:
(1) in good faith;
(2) with the care an ordinarily prudent person in a like position would exercise under similar circumstances; and
(3) in a manner the director reasonably believes to be in the best interests of the corporation.
(b) In discharging his or her duties, a director is entitled to rely on information, opinions, reports, or statements, including financial statements and other financial data, if prepared or presented by:
(1) one (1) or more officers or employees of the corporation whom the director reasonably believes to be reliable and competent in the matters presented;
(2) legal counsel, public accountants or other persons as to matters the director reasonably believes are within the person's professional or expert competence;
(3) a committee of the board of which the director is not a member, as to matters within its jurisdiction, if the director reasonably believes the committee merits confidence; or
(4) in the case of religious corporations, religious authorities and ministers, priests, rabbis or other persons whose position or duties in the religious organization the director believes justify reliance and confidence and whom the director believes to be reliable and competent in the matters presented.
(c) A director is not acting in good faith if the director has knowledge concerning the matter in question that makes reliance otherwise permitted by subsection (b) of this section unwarranted.
(d) A director is not liable to the corporation, any member, or any other person for any action taken or not taken as a director, if the director acted in compliance with this section.
Source: Arkansas Code — historical release 78 (November 6, 2020) · 4-33-830
Stored review status: Historical 2020-11-06 source release; later amendments not reconciled; machine-extracted, not independently legally reviewed; source heading status: text_in_historical_source. The source passage cites 4-33-830. This identifies an authority to review, not proof of applicability.